Data Processing Agreement
This Data Processing Addendum (“DPA”) supplements the Master Customer Agreement or any other written agreement (the “Agreement”) entered into by and between Customer and Poolside, Inc. (“poolside”). This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement.
1. Definitions
1.1. “Authorized Subprocessor” means a third-party who has a need to know or otherwise access Customer’s Personal Data to enable poolside to perform its obligations under this DPA or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this DPA.
1.2. “Data Exporter” means Customer.
1.3. “Data Importer” means poolside.
1.4. “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (together, collectively, the “GDPR”), (iii) the Swiss Federal Act on Data Protection; (iv) the UK Data Protection Act 2018, (v) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (vi) the Virginia Consumer Data Protection Act (“VCDPA”); (vii) the Colorado Privacy Act (“CPA”); (viii) the Connecticut Data Privacy Act (“CTDPA”), (ix) the Utah Consumer Privacy Act (“UCPA”), (x) the Montana Consumer Data Privacy Act (“MCDPA”), (xi) the Oregon Consumer Privacy Act (“OCPA”), and (xii) the Texas Data Privacy and Security Act (“TDPSA”), in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.
1.5. “EU SCCs” means, as applicable, the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as modified by Section 6.2 of this DPA.
1.6. “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
1.7. “ex-UK Transfer” means the transfer of Personal Data covered by Chapter V of the UK GDPR, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
1.8. “Product” shall have the meaning set forth in the Agreement.
1.9. “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.
1.10. “UK Addendum” has the meaning set forth in Exhibit D.
1.11. “UK SCCs” means, as applicable, the EU SCCs, as amended by the UK Addendum.
2. Relationship of the Parties; Processing of Data
2.1. The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, poolside is a processor. Customer shall, in its use of the Product, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause poolside to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to poolside by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to poolside regarding the processing of such Personal Data. Customer shall not provide or make available to poolside any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Product, and shall indemnify poolside from all claims and losses in connection therewith.
2.2. poolside shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this DPA or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which the poolside is subject; in such a case, the poolside shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs poolside to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Product.
2.3. The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.
2.4. Following completion of the Product, at Customer’s choice, poolside shall return or delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law.
2.5. U.S. State Privacy Law Language. The Parties acknowledge and agree that the processing of personal information or personal data that is subject to the CCPA, VCDPA, CPA, CTDPA, UCPA, MHMDA, MCDPA, OCPA, or TDPSA shall be carried out in accordance with the terms set forth in Exhibit E.
3. Confidentiality
3.1 poolside shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with poolside’s confidentiality obligations in the Agreement. Customer agrees that poolside may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this DPA, the Agreement, or the provision of Product to Customer.
4. Authorized Subprocessors
4.1. Customer acknowledges and agrees that poolside may (1) engage its Affiliates and the Authorized Subprocessors listed in Exhibit B to this DPA to access and process Personal Data in connection with the Product and (2) from time to time engage additional third parties for the purpose of providing the Product, including without limitation the processing of Personal Data. By way of this DPA, Customer provides general written authorization to poolside to engage subprocessors as necessary to perform the Product.
4.2. A list of poolside’s current Authorized Subprocessors (the “List”) will be made available to Customer, at the following link: [link]. Such List may be updated by poolside from time to time. poolside may provide a mechanism to subscribe to notifications of new Authorized Subprocessors and Customer agrees to subscribe to such notifications where available. At least ten (10) days before enabling any third party other than existing Authorized Subprocessors to access or participate in the processing of Personal Data, poolside will add such third party to the List and notify Customer via email. Customer may object to such an engagement by informing poolside within ten (10) days of receipt of the aforementioned notice to Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain subprocessors are essential to providing the Services and that objecting to the use of a subprocessor may prevent poolside from offering the Services to Customer.
4.3. If Customer reasonably objects to an engagement in accordance with Section 4.2, and poolside cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to poolside. Discontinuation shall not relieve Customer of any fees owed to poolside under the Agreement.
4.4. If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by poolside, that third party will be deemed an Authorized Subprocessor for the purposes of this DPA and such authorization shall constitute Customer’s prior written consent under the Standard Contractual Clauses.
4.5. poolside will enter into a written agreement with the Authorized Subprocessor imposing on the Authorized Subprocessor data protection obligations comparable to those imposed on poolside under this DPA with respect to the protection of Personal Data. In case an Authorized Subprocessor fails to fulfill its data protection obligations under such written agreement with poolside, poolside will remain liable to Customer for the performance of the Authorized Subprocessor’s obligations under such agreement.
5. Security of Personal Data
5.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, poolside shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about poolside’s technical and organizational security measures.
6. Transfers of Personal Data
6.1. The parties agree that poolside may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Product. Customer acknowledges that poolside’s primary processing operations take place in the United States, and that the transfer of Customer’s Personal Data to the United States is necessary for the provision of the Product to Customer. If poolside transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, poolside will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.
6.2. Ex-EEA Transfers.
6.2.1. The parties agree that ex-EEA Transfers will be made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this DPA by this reference) and completed as follows: (a) Module One (Controller to Controller) of the EU SCCs apply when poolside is processing Personal Data as a controller pursuant to Section 9 of this DPA; (b) Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and poolside is processing Personal Data for Customer as a processor pursuant to Section 2 of this DPA; (c) Module Three (Processor to Subprocessor) of the EU SCCs apply when Customer is a processor and poolside is processing Personal Data on behalf of Customer as a subprocessor.
6.2.2. For each module, where applicable the following applies: (a) the optional docking clause in Clause 7 does not apply; (b) in Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of subprocessor changes shall be as set forth in Section 4.2 of this DPA; (c) in Clause 11, the optional language does not apply; (d) all square brackets in Clause 13 are hereby removed; (e) In Clause 17 (Option 1), the EU SCCs will be governed by the laws of Ireland; (f) in Clause 18(b), disputes will be resolved before the courts of Ireland; (g) Exhibit B to this DPA contains the information required in Annex I and Annex III of the EU SCCs; (h) Exhibit C to this DPA contains the information required in Annex II of the EU SCCs; and (i) by entering into this DPA, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.
6.3. Ex-UK Transfers. The parties agree that ex-UK Transfers will be made pursuant to the UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA. The UK Addendum (including the EU SCCs incorporated into it) shall be (1) governed by the laws of England and Wales (2) any dispute arising from it is resolved by the courts of England and Wales.
6.4. Transfers from Switzerland. The parties agree that transfers from Switzerland will be made pursuant to the EU SCCs with the following modifications: (i) the terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised FADP”) with respect to data transfers subject to the FADP; (ii) the terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP; and (iii) Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner (“FDPIC”) of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Clause 13 shall be observed. The term “EU Member State” as utilized in the EU SCCs shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs.
6.5. Supplementary Measures. As of the date of this DPA, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) Customer’s Personal Data (“Government Agency Requests”). If, after the date of this DPA, the Data Importer receives any Government Agency Requests, poolside shall attempt to redirect the law enforcement or government agency to request that data directly from Customer. As part of this effort, poolside may provide Customer’s basic contact information to the government agency. If compelled to disclose Customer’s Personal Data to a law enforcement or government agency, poolside shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless poolside is legally prohibited from doing so. poolside shall not voluntarily disclose Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to this DPA should be suspended in the light of the such Government Agency Requests.
6.6. poolside shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject’s right under Data Protection Law (“Data Subject Request(s)”). If poolside receives a Data Subject Request in relation to Customer’s data, poolside will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request
7. Actions and Access Requests; Audits
7.1. poolside shall, taking into account the nature of the processing and the information available to poolside, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the Data Protection Laws to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. The poolside shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by poolside.
7.2. poolside shall, taking into account the nature of the processing and the information available to poolside, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any Supervisory Authority or regulatory agency, where necessary and where required by the Data Protection Laws. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by poolside.
7.3. poolside shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA, and retain such records for a period of three (3) years after the termination of the Agreement.
7.4. Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, poolside shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating poolside’s compliance with prevailing data security standards applicable to the processing of Customer’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer’s independent third party representative to conduct an audit or inspection of poolside’s data security infrastructure and procedures that is sufficient to demonstrate poolside’s compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to poolside’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to poolside for any time expended for on-site audits. If Customer and poolside have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4.
7.5. In the event of a Personal Data Breach, poolside shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as poolside in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within poolside’s reasonable control).
7.6. In the event of a Personal Data Breach, poolside shall, taking into account the nature of the processing and the information available to poolside, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the Data Protection Laws with respect to notifying (i) the relevant Supervisory Authority or regulatory agency and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
7.7. The obligations described in Sections 8.6 and 8.7 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. poolside’s obligation to report or respond to a Personal Data Breach under Sections 8.6 and 8.7 will not be construed as an acknowledgement by poolside of any fault or liability with respect to the Personal Data Breach.
8. poolside’s Role as a Controller
The parties acknowledge and agree that poolside is an independent controller, not a joint controller with Customer, of Product Metrics Data. poolside will process Product Metrics Data (i) to manage the relationship with Customer; (ii) to carry out poolside’s core business operations, including compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Product, and to prevent harm to Customer; (iv) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which poolside is subject; and (v) as otherwise permitted under Data Protection Laws and in accordance with this DPA and the Agreement. poolside may also process Product Metrics Data as a controller to provide, optimize, and maintain the Product. poolside’s processing of Product Metrics Data shall be in accordance with the poolside’s privacy policy set forth at https://poolside.ai/privacy.
9. Conflict
In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the Agreement; and (4) the poolside’s privacy policy. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.
Exhibit A
Details of Processing
Nature and Purpose of Processing: poolside will process Customer’s Personal Data as necessary to provide the Product under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA. The nature of processing includes, without limitation:
1. Receiving data, including collection, accessing, retrieval, recording, and data entry
2. Holding data, including storage, organization and structuring
3. Using data, including for customer support purposes
4. Updating data, including correcting, adaptation, alteration, alignment and combination
5. Protecting data, including restricting, encrypting, and security testing
6. Returning data to the data exporter or data subject
7. Erasing data, including destruction and deletion
Duration of Processing: poolside will process Customer’s Personal Data as long as required (i) to provide the Product to Customer under the Agreement; (ii) for poolside’s legitimate business needs; or (iii) by applicable law or regulation. Product Metrics DaTa will be processed and stored as set forth in poolside’s privacy policy.
Categories of Data Subjects: Customer end-users, customers, and/or employees.
Categories of Personal Data: The Product is provided to Customer on-prem or in the Customer’s virtual cloud; poolside therefore does not have access to any Personal Data contained in inputs or outputs of the Service. As such, poolside shall only access Personal Data made available by Customer as necessary to provide Customer with product support at the Customer’s site. poolside may also process Personal Data contained in Product Metrics Data and certain information about Customer’s employees, such as name, role, email, and phone number.
Sensitive Data or Special Categories of Data: None. Customer shall not provide or make available any Sensitive Data or Special Categories of Data to poolside.
Exhibit B
The following includes the information required by Annex I and Annex III of the EU SCCs, and Table 1, Annex 1A, and Annex 1B of the UK Addendum.
2. The Parties
Data exporter(s): The Customer Contact details: As designated by Customer in Customer’s account Signature and date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement. Role (controller/processor): The Data Exporter’s role is set forth in Section 2 of this Addendum.
Data importer(s): Poolside, Inc. Address: 548 Market St PMB 53385, San Francisco, California 94104 US Contact person’s name, position and contact details: legal@poolside.ai Signature and date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement. Role (controller/processor): The Data Importer’s role is set forth in Section 2 of this Addendum.
3. Description of the Transfer
| Data Subjects | As described in Exhibit A of the DPA |
| Categories of Personal Data | As described in Exhibit A of the DPA |
| Special Category Personal Data (if applicable) | As described in Exhibit A of the DPA |
| Nature of the Processing | As described in Exhibit A of the DPA |
| Purposes of Processing | As described in Exhibit A of the DPA |
| Duration of Processing and Retention (or the criteria to determine such period) | As described in Exhibit A of the DPA |
| Frequency of the transfer | As necessary to provide perform all obligations and rights with respect to Personal Data as provided in the Agreement or DPA |
| Recipients of Personal Data Transferred to the Data Importer | A list of current subprocessors is available at the following link: trust.poolside.ai |
4. Competent Supervisory Authority
The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13 of the EU SCCs. The supervisory authority for the purposes of the UK Addendum shall be the UK Information Commissioner’s Officer.
Exhibit C
Description of the Technical and Organizational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs and Annex II of the UK Addendum.
| Technical and Organizational Security Measure | Details |
|---|---|
| Measures of pseudonymisation and encryption of personal data | Data Importer maintains cryptographic controls consistent with its Encryption Policy. |
| Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and Product | Data Importer maintains policies designed to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and Product, including through a Disaster Recovery Plan, Backup Policy, and Business Continuity Plan. |
| Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident | Data Importer maintains and adheres to a Disaster Recovery Plan designed to recover operations following unplanned disruptions. |
| Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing | Data Importer periodically conducts penetration testing. |
| Measures for user identification and authorization | Data Importer requires employees to maintain complex passports. It also requires that Multi-Factor Authentication be enabled for any systems that provide the option for Multi-Factor Authentication. |
| Measures for the protection of data during transmission | Data importer maintains an Encryption Policy pursuant to which it defines organizational requirements for the use of cryptographic controls. |
| Measures for the protection of data during storage | Data Importer maintains cryptographic controls consistent with its Encryption Policy. |
| Measures for ensuring physical security of locations at which personal data are processed | Data Importer maintains and adheres to a Physical Security Policy regarding how employees access and secure its offices. Physical access to the office is restricted using badges for which only employees and building users have ownership. |
| Measures for ensuring events logging | Data Importer centrally stores and protects the confidentiality, availability, and integrity of security relevant logs and events for systems that process Personal Data. Security relevant logs and events include, but are not limited to, system behavior, traffic, authentication, access, and are inclusive of infrastructure and applications. Relevant security personnel are alerted to and investigate anomalous activities that pose a threat to the health or security of the system. |
| Measures for ensuring system configuration, including default configuration | Data Importer maintains an Asset Management Policy |
| Measures for internal IT and IT security governance and management | Data Importer maintains a suite of security related policies, including an Information Security Policy. |
| Measures for certification/assurance of processes and products | Data Importer maintains SOC II Type II certification. |
| Measures for ensuring data minimisation | Data Importer endeavors to only collect personal data needed to fulfill the purpose of collection. |
| Measures for ensuring limited data retention | Data Importer maintains a Data Retention Policy. Customer Personal Data is typically retained for the duration of the Agreement, unless otherwise specified by the Customer or by applicable law. |
| Measures for ensuring accountability | Data Importer employees are required to adhere to a Code of Conduct. Employees are also required to undergo security training offered by Data Importer’s vendor. |
| Technical and organizational measures of sub-processors | Data Importer enters into Data Processing Agreements with its Authorized Sub-Processors with data protection obligations substantially similar to those contained in this Agreement. |
Exhibit D
UK Addendum
International Data Transfer Addendum to the EU Commission Standard Contractual Clauses
1. Part 1: Tables
Table 1: Parties
| Start Date | This UK Addendum shall have the same effective date as the DPA | |
| The Parties | Exporter | Importer |
| Parties’ Details | Customer | poolside |
| Key Contact | See Exhibit B of this DPA | See Exhibit B of this DPA |
Table 2: Selected SCCs, Modules and Selected Clauses
| EU SCCs | The Version of the Approved EU SCCs which this UK Addendum is appended to as defined in the DPA and completed by Section 6.2 and 6.3 of the DPA. |
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this UK Addendum is set out in:
| Annex 1A: List of Parties | As per Table 1 above |
| Annex 2B: Description of Transfer | See Exhibit B of this DPA |
| Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: | See Exhibit C of this DPA |
| Annex III: List of Sub processors (Modules 2 and 3 only): | See Exhibit B of this DPA |
Table 4: Ending this UK Addendum when the Approved UK Addendum Changes
| Ending this UK Addendum when the Approved UK Addendum changes | X Importer ☐ Exporter ☐ Neither Party |
2. Part 2: Mandatory Clauses
Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses.
Exhibit E
United States Privacy Law Exhibit
This United States Privacy Law Exhibit (“Exhibit”) supplements the DPA and includes additional information required by applicable U.S. data privacy and data protection laws (including the CCPA, the VCDPA, the CPA, the CTDPA, the UCPA, the MCDPA, the OCPA, and the TDPSA in each case, as updated, amended or replaced from time to time (collectively, “U.S. Data Protection Laws”). Any terms not defined in this Exhibit shall have the meanings set forth in the DPA and/or the Agreement.
1. Definitions
1.1. For purposes of this Exhibit E, the terms “Business,” “Business Purpose,” “Commercial Purpose,” “Consumer,” “Personal Information,” “Processing,” “Sell,” “Service Provider,” “Share,” and “Verifiable Consumer Request” shall have the meanings set forth in the CCPA, and these terms shall be construed as referencing the equivalent concepts under U.S. Data Protection Laws.
2. Obligations
2.1. Except with respect to Product Metrics Data (as defined in the Agreement), the parties acknowledge and agree that poolside is a Service Provider for the purposes of the U.S. Data Protection Laws, as applicable, and poolside is receiving Personal Information from Customer in order to provide the Product pursuant to the Agreement, which constitutes a Business Purpose. Customer shall disclose Personal Information to poolside only for the limited and specified purposes described in Exhibit A to this DPA. poolside shall not Sell or Share Personal Information provided by Customer under the Agreement. poolside shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement for any purpose, including a Commercial Purpose, other than as necessary for the specific purpose of performing the Product for Customer pursuant to the Agreement, or as otherwise set forth in the Agreement or as permitted by the U.S. Data Protection Laws. poolside shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement outside of the direct business relationship between poolside and Customer, except where and to the extent permitted by the U.S. Data Protection Laws. poolside shall notify Customer if it makes a determination that it can no longer meet its obligations under the U.S. Data Protection Laws. poolside will not combine Personal Information received from, or on behalf of, Customer with Personal Information that it receives from, or on behalf of, another party, or that it collects from its own interaction with the Consumer. poolside shall maintain the confidentiality of Personal Information provided by Customer and require that each person Processing such Personal Information be subject to a duty of confidentiality with respect to such Processing.
2.2. Taking into consideration the information available to poolside and Customer, poolside shall provide information reasonably necessary for Customer to satisfy its obligations to draft data protection risks assessments under applicable U.S. Data Protection Laws and comply with obligations under state data breach notification laws. poolside shall only engage a new subprocessor to assist poolside in providing the Product to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA at least ten (10) days before enabling a new Subprocessor; and (ii) entering into a written contract with the subprocessor containing the provisions required under U.S. Data Protection Laws.
2.3. To the extent required by U.S. Data Protection Laws, poolside shall allow Customer to conduct inspections or audits in accordance with Sections 8.3 and 8.4 of the DPA. If Customer determines that poolside is Processing Personal Information in an unauthorized manner, Customer may, taking into account the nature of the poolside’s Processing and the nature of the Personal Information Processed by poolside on behalf of Customer, take commercially reasonable and appropriate steps to stop and remediate such unauthorized Processing.
2.4. Upon Customer’s written request, poolside shall delete or return all Personal Information provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Information is required or authorized by law or the DPA and/or Agreement.
2.5. poolside shall comply with all obligations applicable to Service Providers under the U.S. Data Protection Laws, including by affording Personal Information provided by Customer under the Agreement the level of privacy protection required by such laws.
2.6. poolside shall comply with Section 5 (“Security of Personal Data”) of the DPA and maintain the appropriate technical and organizational measures as described in Exhibit C with respect to Personal Information provided by Customer.
Last updated: November, 27th 2024.